FA2486-16-R-0065_SEMATS_II_30_Nov.pdf

SOLICITATION, OFFER AND AWARD

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 350)

RATING

DO-C9

PAGE OF PAGES

1 38

2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

5. DATE ISSUED

6. REQUISITION/PURCHASE NO.

FA2486-16-R-0065

7. ISSUED BY AFTC/PZZC CODE FA2486 8. ADDRESS OFFER TO (If other than Item 7)

USAF/AFMC/AFTC

AIR FORCE TEST CENTER

BLDG 11, 102 WEST D AVE, STE 201

EGLIN AFB, FL 32542-6808

MARY E. HALLMON 850-882-0337

MARY.HALLMON@US.AF.MIL

DEPARTMENT OF THE AIR FORCE

BLDG 373, 210 WEST D AVE

EGLIN AFB, FL 32542-6684

ATTN: MARY HALLMON

NOTE: In sealed bid solicitations “offer” and “offeror” mean “bid” and “bidder”.

SOLICITATION

9. CAUTION - Late Submissions, Modifications, and Withdrawals: See Section L Provision No. 52.215-01. Offer is subject to all terms and conditions contained in the solicitation.

Date/Time Responses are due: 11 January 2016/2:00 pm CST

10. FOR

INFORMATION

CALL:

A. NAME

See Block 7

B. TELEPHONE (Include area code)

(NO COLLECT CALLS)

C. E-MAIL ADDRESS

11. TABLE OF CONTENTS

() SEC. DESCRIPTION PAGE(S) () SEC DESCRIPTION PAGE(S)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

A SOLICITATION/CONTRACT FORM 1 I CONTRACT CLAUSES 21

B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACH.

C DESCRIPTION/SPECS./WORK STATEMENT 7 J LIST OF ATTACHMENTS 38

D PACKAGING AND MARKING 8 PART IV - REPRESENTATIONS AND INSTRUCTIONS

E INSPECTION AND ACCEPTANCE 9 K REPRESENTATIONS, CERTIFICATIONS, K - 1

F DELIVERIES OR PERFORMANCE 10 AND OTHER STATEMENTS OF OFFERORS

G CONTRACT ADMINISTRATION DATA 11 L INSTRS, CONDS, AND NOTICES TO OFFERORS L - 1

H SPECIAL CONTRACT REQUIREMENTS 14 M EVALUATION FACTORS FOR AWARD M - 1

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ____ ____ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date of receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS

20 CALENDAR DAYS

30 CALENDAR DAYS

CALENDAR DAYS

14. ACKNOWLEDGEMENTS OF AMENDMENTS

(The offeror acknowledges receipt of amend-

AMENDMENT NO. DATE AMENDMENT NO. DATE

ments to the SOLICITATION for offerors and related documents numbered and dated:

15A. NAME

AND

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OFFER (Type or print)

ADDRESS

OF

OFFEROR

15B. TELEPHONE NO. (Include area code)

15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETI-

TION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( )

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 33 (REV. 9-97)

PREVIOUS EDITION IS UNUSABLE Prescribed by GSA ConWrite Version 6.14.7 FAR (48 CFR) 53.21(c) Created 01 Dec 2015 8:47 AM

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

SECTION B FA2486-16-R-0065

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0001 __________ Noun: LABOR

PSC:

Contract type: J - FIRM FIXED PRICE Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

All costs required to perform this effort (with the exception of those items specifically identified in CLINs 0002 - 0004 and 0006) shall be included in the fully burdened labor rates.The Contractor shall provide qualified personnel for the SEEK EAGLE Modeling, Analysis, and Tools Support (SEMATS) in accordance with Section C and the Performance Work Statemet. All requirements of the PWS are priced under this CLIN.

The unit for CLIN 0001 is months. CLIN 0001 will have a total of 60 months. The price per month will be determined by applying the fixed price labor rates at Section J, Attachment 3 to the Government's requirement for labor. All costs required to perform this effort (with the exception of those items specifically identified in CLINs 0002 - 0004 and 0006) shall be included in the fully burdened labor rates. The FY rates to be used in calculating the price will be based upon the specific FY(s) in which the period of performance occurs. This is a Firm Fixed Price, Level of Effort (FFP-LOE) Contract Line Item Number (CLIN).

FIRM-FIXED-PRICE, LEVEL-OF-EFFORT

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0002 __________ Noun: DIRECTED WORK

PSC:

Contract type: S - COST Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

Only when directed by the Contracting Officer, the Contractor shall provide Equipment, Training, and Relocation to support CLIN 0001 in accordance with Section C, the Performance Work Statement, and Task Order Performance Work Statements. The total estimated cost for this CLIN is $383,000.00. The maximum relocation expense per year to be paid for a single individual person shall not exceed $20,000.00. The maximum relocation expense per year to be paid for an individual family shall not exceed $25,000.00. Written approval from the Procuring Contracting Officer (PCO)/Contracting Officer (CO) is required prior to any relocation expense costs authorized for use within this Contract. The Contracting Officer may unilaterally increase or decrease the total estimated cost of this CLIN, as required, to meet contract requirements. This is a Cost Reimbursable Contract Line Item Number (CLIN). No fee is associated with this CLIN.

Contractor's applicable overhead only is chargable to this CLIN in assoaciation with ODCs. (Note: Any costs associated with Transition shall not be applied to this

CLIN.)

COST REIMBURSABLE

0003 __________ Noun: TRAVEL

PSC:

Contract type: S - COST Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

The Contractor shall provide travel to support CLIN 0001 in accordance with Section C and the Performance Work Statement (PWS). The total estimated cost for this CLIN is $1,427,000.00. The Contracting Officer may unilaterally increase or decrease the total estimated cost of this CLIN, as required, to meet contract requirements. Travel rates shall be limited to the Government's Joint Travel Regulations (JTR) rate schedule(s) and authorized in accordance with the PWS at Section J, Attachment 1. This is a Cost- Reimbursable Contract Line Item Number (CLIN). No fee is associated with this CLIN.

COST REIMBURSABLE

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0004 __________ Noun: TRANSITION

PSC:

Contract type: J - FIRM FIXED PRICE Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

The Contractor shall perform a 30 calendar day Transition Period for the SEEK EAGLE Modeling, Analysis, and Tools Support contract in accordance with Task Order 0001.

The Transition Period shall begin on the contract award date. This is a Firm Fixed Price (FFP) Contract Line Item Number (CLIN).

FIRM-FIXED-PRICE

0005 __________ Noun: DATA - EXHIBIT A - NOT SEPARATELY PRICED

ACRN: U

PSC:

DD1423 is Exhibit: A Contract type: J - FIRM FIXED PRICE Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

The Contractor shall furnish data in support of CLIN 0001. Data shall be provided in accordance with Section C, Performance Work Statements, and Exhibit A DD Form 1423, Contract Data Requirements Lists, as required by the contract including individual task order requirements. All data is FOB Destination and Not Separately Priced

(NSP).

NOT SEPARATELY PRICED

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0006 __________ Noun: LOCAL FACILITY

PSC:

Contract type: S - COST Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

The Contractor shall provide a local facility to be occupied by SEMATS employees in the event the Government is unable to place some or all contractor personnel at Government facilities. CLIN 0006 is in accordance with Section 2.10.1 in the PWS of the basic contract. The total cost for this CLIN is $0.00. In the event a local facility is required, the Contractor will provide a proposal for all costs associated with the off base facility excluding labor. This is a Cost Reimburseable CLIN. No fee is associated with this CLIN.

Contractor applicable overhead only.

COST REIMBURSEABLE

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

OTHER CONTRACT CLAUSES IN FULL TEXT

B029 CONTRACT TYPE: FIRM-FIXED-PRICE, LEVEL-OF-EFFORT (DEC 2005) (TAILORED)

Payment under this contract will be in accordance with FAR 52.232-1 entitled "Payments." The invoice which the Contractor submits to the Contracting Officer for payment shall contain a breakdown of weekly labor hours expended which separately identifies the total hours to be charged for each contributing employee. This invoice shall also include a weekly breakdown of costs incurred for materials, facilities, and any other direct cost pertaining to this effort. The invoices will be submitted to the paying office through the program office where the costs incurred will be inspected or evaluated and accepted prior to payment. Prior to payment, an authorized representative of the Contractor shall certify, on the monthly invoice, the accuracy of the information contained in the invoice. An invoice shall not be considered complete and eligible for payment until such certification is provided.

B039 INDEFINITE QUANTITY (DEC 2005) (TAILORED)

This is an Indefinite Delivery Indefinite Quantity contract as contemplated by FAR 16.504. The total scope of the technical tasks for which orders may be issued is set forth in the attached Performance Work Statement (PWS). The maximum dollar amount the Government may order under this contract is $88,600,000.00; the minimum amount is the value of Task Order 0001 which is TBD.

B050 ALLOWABLE COST AND PAYMENT (COST NO FEE) (DEC 2005)

Contractor shall be reimbursed for performance of this contract in accordance with the contract clauses and the following additional terms:

The total estimated cost of performance is to be completed by each task order.

Applicable to following Line Items: 0002, 0003, 0006

B054 IMPLEMENTATION OF LIMITATION OF FUNDS (DEC 2005) (TAILORED)

Pursuant to the clause FAR 52.232-22 in Section I, entitled, "Limitation of Funds", the total amount available for payment and allotted to this contract for CLINS 0002, 0003, and 0006 is TBD. It is estimated that this amount is sufficient to cover performance through TBD on individual task orders. This clause will be added at the task order level and filled in as appropriate.

SECTION C - DESCRIPTION/SPECS./WORK STATEMENT

SECTION C FA2486-16-R-0065

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

C001 WORK DESCRIPTION/SPECIFICATION (MAY 1997) (TAILORED)

Work called for by the contract line items specified in SECTION B shall be performed in accordance with the following:

CONTRACT LINE ITEM NUMBERS (CLINs) DESCRIPTION/SPECIFICATIONS ALL Performance Work Statement for Seek Eagle Modeling, Analysis, and Tools Support 2(SEMATS2)

The following documents are a part of this contract:

1. Performance Work Statement entitled SEEK EAGLE Modeling, Analysis, and Tools Support (SEMATS) 2, dated 19 October 2015.

2. DD Form 1423, Contract Data Requirements Lists apply see Exhibit A, dated 19 October 2015.

SECTION D - PACKAGING AND MARKING

SECTION D FA2486-16-R-0065

NO CLAUSES OR PROVISIONS IN THIS SECTION

SECTION E - INSPECTION AND ACCEPTANCE

SECTION E FA2486-16-R-0065

I. NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

A. FEDERAL ACQUISITION REGULATION CONTRACT CLAUSES

52.246-04 INSPECTION OF SERVICES -- FIXED-PRICE (AUG 1996)

52.246-05 INSPECTION OF SERVICES -- COST-REIMBURSEMENT (APR 1984)

B. DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT CONTRACT CLAUSES

252.246-7000 MATERIAL INSPECTION AND RECEIVING REPORT (MAR 2008)

II. NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

E006 PAYMENT REQUEST AND RECEIVING REPORT SUBMISSION INSTRUCTIONS (AUG 2006)

(TAILORED)

(a) Pursuant to DFARS 252.232-7003, Electronic Submission of Payment Requests, use of the Wide Area Work Flow - Receipt and Acceptance (WAWF-RA) system for electronic submission of payment requests and receipt/acceptance documents is mandatory for this award. Invoices shall be submitted at a frequency not less then (1) month. In accordance with DFARS 252.246-7000, Material Inspection and Receiving Report, use of WAWF-RA fulfills the requirements for submission of DD Form 250s.

(b) Technical reports are not to be submitted as attachments in WAWF-RA. See CDRLs for delivery instructions and addresses for these reports.

(c) A copy of the receiving report printed from WAWF-RA shall accompany each shipment which requires a DD Form 250/receiving report.

(d) PROCESSING STATUS. Any inquiry as to the processing status of a payment request or receiving report should be made to the following office at time of award: AFTC/PZZC Contracting Officer, 102 West D Ave, Bldg 11, 850-882-0177.

SECTION F - DELIVERIES OR PERFORMANCE

SECTION F FA2486-16-R-0065

I. NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

FEDERAL ACQUISITION REGULATION CONTRACT CLAUSES

52.242-15 STOP-WORK ORDER (AUG 1989)

52.242-15 STOP-WORK ORDER (AUG 1989) - ALTERNATE I (APR 1984)

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

52.247-34 F.O.B. DESTINATION (NOV 1991)

52.247-55 F.O.B. POINT FOR DELIVERY OF GOVERNMENT-FURNISHED PROPERTY (JUN

2003)

II. NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

F002 PERIOD OF PERFORMANCE (FEB 1997) (TAILORED)

Period of performance and ordering period under this contract shall be from 60 months from contract award date.

SECTION G - CONTRACT ADMINISTRATION DATA

SECTION G FA2486-16-R-0065

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

A. DEFENSE FAR SUPP CONTRACT CLAUSES IN FULL TEXT

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause-

“Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit, activity, or organization.

“Document type” means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

“Local processing office (LPO)” is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall—

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web- Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/

(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

Combo.

Note: If a “Combo” document type is identified but not supportable by the Contractor’s business systems, an “Invoice” (stand-alone) and “Receiving Report” (stand-alone) document type may be used instead.)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

96 SK/SKW

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table* Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC See block 12 of the SF 26 Issue By DoDAAC See block 5 of the SF 26 Admin DoDAAC See block 6 of the SF 26 Inspect By DoDAAC FA2486 Ship To Code FA2486 Ship From Code N/A Mark For Code N/A Service Approver (DoDAAC) FA2486 Service Acceptor (DoDAAC) FA2486 Accept at Other DoDAAC N/A LPO DoDAAC N/A DCAA Auditor DoDAAC N/A Other DoDAAC(s) N/A

(*Contracting Officer: Insert applicable DoDAAC information or “See schedule” if multiple ship to/acceptance locations apply, or “Not applicable.”)

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the e-mail address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

TBD

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity’s WAWF point of contact.

TBD

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

B. OTHER CONTRACT CLAUSES IN FULL TEXT

252.204-0004 LINE ITEM SPECIFIC: BY FISCAL YEAR (SEP 2009)

The payment office shall make payment using the oldest fiscal year appropriations first, exhausting all funds in the previous fiscal year before disbursing from the next fiscal year. In the event there is more than one ACRN associated with the same fiscal year, the payment amount shall be disbursed from each ACRN within a fiscal year in the same proportion as the amount of funding obligated for each ACRN within the fiscal year.

G001 ACCOUNTING AND APPROPRIATION DATA (FEB 1997)

Accounting and appropriation data will be set forth on individual orders issued hereunder.

G015 IMPLEMENTATION OF TAXPAYER IDENTIFICATION NUMBER (APR 1998)

In accordance with FAR 52.204-03, Taxpayer Identification Number is ________ .

SECTION H - SPECIAL CONTRACT REQUIREMENTS

SECTION H FA2486-16-R-0065

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

EGLIN-H001 ON BASE DISASTER RESPONSIVENESS REQUIREMENTS (AUG 2015)

The contractor and all subcontractors shall adhere to all directives of the military installation regarding natural and man-made disasters in performance of on-base contract requirements. In addition, the contractor and all subcontractors identified above may follow the guidance of the installation commander when published through local media. The installation commander may use television and radio media to disseminate information involving the safety of personnel or property. The contractor shall provide the PCO and Program Manager with the name and local telephone number of the SEEK EAGLE Modeling, Analysis, and Tools Support (SEMATS) 2 General Manager or the designated contractor representative(s) to allow for timely notification by the Contracting Office. A minimum of (2) alternates shall additionally be designated. This data shall be provided at the beginning of the contract and shall be updated as required by the contractor. Requirements will be billable provided the assigned contractor employee was available for performance and was precluded from such performance.

EGLIN-H002 SUCCESSOR CONTRACTOR AGREEMENT (AUG 2015)

This contract represents a continuing need of the Government. Upon completion or termination of this contract, the Government anticipates awarding another contract for substantially the same effort. The contractor selected will be known as the "successor contractor." If another contractor is selected the Government's interests may be best served through employment of the incumbent contractor employees by the successor contractor. However, the incumbent contractor employees must be acceptable to the successor contractor and elect to accept employment with the successor contractor.

The contractor agrees to preserve and make available to the PCO, if requested, copies of all records and other documentation, developed or acquired under this contract or preceding contracts for this effort, regarding performance of the work required by this contract.

The contractor agrees to cooperate fully with the Government and any successor contractor to ensure an orderly transition at the end of this contract. The contractor shall:

Make available to the PCO, upon request, the names, job titles, and duties of all employees who have worked under this contract.

Permit current employees to be interviewed for possible employment by a successor contractor.

Provide, as requested, an orientation for a maximum number of successor contractor employees during the final 90-days of this contract.

EGLIN-H003 PORTABLE PENSION PLAN (AUG 2015)

a. The Contractor shall ensure that the pension plan(s) and any thrift/savings plan pertinent to employees performing this contract are segregable from other contractor plans in a manner that assures that the employees' rights thereunder are not encumbered by the rights of other plan members who do not perform this contract. All such plans must include "portability" provisions which specifically permit assumption of the plans by a succeeding contractor / employer upon reasonable terms in accordance with industry standards with no loss in accrued pension benefits. To assure the allowability of pension plan and insurance costs (reference FAR 28.307-1 and FAR 31.205-6(j)), the Contractor shall submit two copies of each plan to the Contracting Office for approval within 30 days after contract award.

b. The Contractor agrees to accept assets supporting funded benefits (Pension Plans and Thrift/Savings Plans) accrued by employees of the incumbent contractor where these employees are hired by the Contractor. The Contractor must provide a plan which will assure continual pension coverage.

EGLIN-H005 AVOIDANCE OF ORGANIZATIONAL CONFLICT OF INTEREST (AUG 2015)

The parties recognize that the Contractor will play a very visible and responsible role in the fulfillment of a comprehensively broad spectrum of Air Force aircraft-store airworthiness compatibility requirements at the Air Force Test Center (AFTC), 96th Test Wing (96 TW) and other locations. This role creates access to "inside information" and the potential appearance of unfair competitive advantage. The Contractor's role in providing independent airworthiness recommendations of aircraft-store weapon systems also presents the potential to question the Contractor's judgment or objectivity. The advice of the Contractor may influence AF-related research, development, test and acquisition products and the Contractor may have a key review role over other contractors' work. Both the Government and other contractors must have the utmost confidence that the acquisition of aircraft or store weapon systems are fair and that the Contractor's advice and recommendations are objective, impartial and Independent.

In order that the Government may prevent (a) conflicting roles which might bias the Contractor's judgment or objectivity and (b) unfair competitive advantage (actual. potential, or perceived) to the Contractor in Air Force acquisitions, it is agreed by the parties to this contract that the Contractor will be restricted in its future contracting with the Government to the extent described below.

a. For any contract (other than Advisory and Assistance (A&AS) contracts, except C4ISR mission area) that could be impacted (favorably or adversely) by Air Force SEEK EAGLE Office (AFSEO) store compatibility recommendations, or that represents or directly supports an AFSEO customer, the contractor agrees not to compete without first obtaining an exemption from the SEEK EAGLE Modeling, Analysis, and Tools Support (SEMATS) 2 Contracting Officer. These contracts include, but are not limited to: aircraft or stores development, production and sustainment government contracts with AFSEO's government customers' prime contractors; and any A&AS contractor that evaluates, the AFSEO produced mission planning software product. This Includes contracts where the contractor is either a prime or a subcontractor to a prime. When applicable, the contractor shall submit an exemption request containing an OCI mitigation plan that will mitigate risks that could drive the contractor to exercise poor judgment, lose objectivity or unfairly influence key Government decisions related to stores compatibility.

The Air Force SEEK EAGLE Office will review OCI mitigation plans and make exemption recommendations to the Contracting Officer. The Contracting Officer will grant exemptions on a case-by-case basis in those cases where there is a reasonable expectation that the contractor's judgment and objectivity can be maintained by executing the mitigation plan. The contractor shall also submit exemption requests on behalf of any SEMATS 2 subcontractors where needed and before any subcontract award.

b. Wherever the Contractor's performance of this contract pertains either to specific hardware or software or to a given approach to a specific requirement, the Contractor, the Contractor's parent companies, subsidiaries, or other organizations with which it Is affiliated through an ownership or direct financial interest (Contracting Officer will determine in case of doubt), if any, shall be precluded from providing to the Government as a prime or subcontractor:

(1) that hardware or software;

(2) development or analysis of that requirement; and

(3) any hardware or software to fulfill that specific requirement

c. If the Contractor in the performance of this contract assists the Government or a Contractor of the Government in the preparation of a statement of work, or provides Information leading directly, predictably, and without delay to the preparation of a statement of work, it is agreed by the parties that the Contractor's parent companies, subsidiaries, and any organization with which the Contractor is affiliated through an ownership or direct financial interest (Contracting Officer will determine in case of doubt) shall be ineligible to participate In any competition to obtain award of a contract to perform for the Government the work described within said statement of work as a prime Contractor or Subcontractor.

d. To the extent that the performance of work under this contract requires or Involves access to competition sensitive information as well as possible access to proprietary data of other companies disclosed to the Contractor, the Contractor is required to protect such data from unauthorized use or disclosure so long as it remains proprietary and may be required to enter Into a bilateral agreement with the originator of such information/data for Its protection. This provision is not intended to protect alleged proprietary data furnished voluntarily by companies without limitations as to use, or which is available to the Government or Contractor without restriction from other sources. In addition, the Contractor shall not permit others to use the data in supplying the system, or components thereof, procured, either by formal advertising or negotiation, as a direct result of that study or advice, or in performing for the Department of Defense additional studies in the same field which are obtained competitively. The Contractor shall immediately disclose to the Contracting Officer knowledge of any such prohibited use or attempted use.

e. The Contractor agrees to accept, and pursue to completion, all tasks Identified hereunder and to ensure that Its parents, subsidiaries, and affiliates do not thereafter enter Into contractual agreements as prime contractors or first tier subcontractors which would create a conflict within the meaning of this clause, except as follows:

If performance of a task could cause a conflict within the meaning of this clause with another contract or subcontract held by the Contractor, its parent, subsidiaries or affiliates, which pre-existed the identification of the task to the Contractor, the Contractor must disclose the conflict to the Contracting Officer as soon as the conflict is realized. If the Contracting Officer confirms that the conflict exists, the parties will consider the alternatives available to eliminate the conflict and mutually resolve it considering the relative burdens created by the prospective solutions.

f. The Contractor agrees that any organization participating in the performance of this contract shall be bound as though it were the "Contractor" hereunder. Organizations merely cooperating with the Contractor {e.g., providing information) to enable the Contractor or its agents to perform shall not be deemed to be "participating" hereunder. This provision shall be incorporated in a manner to insure that such organizations, and their parents, subsidiaries, and affiliates, shall be so bound in all subcontracts, teaming arrangements, and other agreements calling for the performance of any requirements under this contract.

g. The Contractor agrees to obtain from each employee engaged in any effort connected with this contract an agreement which shall in substance provide that such an employee will not disclose to others or use for his own benefit proprietary, company private, or competition sensitive information received in connection with the work under this contract. In addition, the Contractor agrees to prevent disclosure of such information to other employees of the company who have no need for the use of the information in the performance of this contract. Additionally, each employee must agree not to accept any gratuity from any potential Government contractors.

h. Except as specifically provided in this clause, the Contractor shall be free to compete for Government business on an equal basis with other companies.

EGLIN-H006 TASK ORDER PROCEDURES (AUG 2015)

a. Task Order Administrative Process: Upon identifying the requirement(s), the Government may issue a FFP-LOE order for hours in accordance with Section J, Attachment 3, Rate Sheet, or the Government may issue a Request for Proposal (RFP) to the Contractor for each task order, or modification of a task order. The Contractor shall submit a proposal for tasks in response to an RFP to arrive at the contracting office within fifteen (15) calendar days. Email is the preferred method of transmittal for the RFP and proposals. The parties will make every effort to resolve negotiations within thirty (30) workdays after Cost Element Summaries and/or proposals are received.

b. General: All task orders issued under the basic contract shall be awarded on a DD Form 1155, Order for Supplies or Services, by a Procuring Contracting Officer (PCO) from AFTC/PZZC. Performance shall be authorized per individual task orders issued by the PCO. The Contractor shall not perform any work on an order and no Government employee is authorized to accept services before funds are obligated on that order. For cost type tasks, in the event costs incurred exceed the estimated cost specified in the Schedule, the Government is not obligated to reimburse the contractor for such excess costs and the contractor is not obligated to continue performance or otherwise incur costs. Each task order will include the following as applicable:

1. Date of task order, contract number, and task order number.

2. The scope, nature of work to be performed, and specification, if any, applicable thereto.

3. The period of work performance and desired/required dates.

4. The scope, format, and nature of reports or data required.

5. The estimated cost of the task(s), which may not be exceeded without prior authorization by the PCO. The rates set forth in the basic contract will be utilized for each task order.

6. Inspection and acceptance criteria.

7. Any Government furnished resources, support, or data.

8. Accounting and appropriation data.

9. Anticipated travel requirements.

10. Material, if required.

c. Funds Management: It is agreed that costs to be incurred under this contract shall be accumulated and controlled separately by task order. The Contractor shall notify the PCO per the appropriate funding clause for each individual task order.

EGLIN-H008 ASSOCIATE CONTRACTOR AGREEMENTS (AUG 2015)

(a) The Contractor shall enter into Associate Contractor Agreements (ACA) for any portion of the contract requiring joint participation in the accomplishment of the Government's requirement. The agreements shall include the basis for sharing information, data, technical knowledge, expertise, and/or resources.

Associate Contractors are listed in (h) below.

(b) ACAs shall include the following information:

(1) Identify the associate contractors and their relationships.

(2) Identify the program involved and the relevant Government contracts of the associate Contractors.

(3) Describe the associate contractor interfaces by general subject matter.

(4) Specify the categories of information to be exchanged or support to be provided.

(5) Include the expiration date (or event) of the ACA.

(6) Identify potential conflicts between relevant Government contracts and the ACA; include agreements on protection of proprietary data and restrictions on employees.

(c) A copy of such agreement shall be provided to the Contracting Officer for review before execution of the document by the cooperating contractors.

(d) Nothing in the foregoing shall affect compliance with the requirements of the clause at 5352.209- 9002, Organizational Conflict of Interest.

(e) The Contractor is not relieved of any contract requirement or entitled to any adjustments to the contract terms because of a failure to resolve a disagreement with an associate Contractor.

(f) Liability for the improper disclosure of any proprietary data contained in or referenced by any agreement shall rest with the parties to the agreement, and not the Government.

(g) All costs associated with the agreements are included in the negotiated cost of this contract.

Agreements may be amended as required by the Government during the performance of this contract.

(h) The following contractors are associate Contractors with whom agreements are required:

CONTRACTOR ADDRESS PROGRAM

TBD

EGLIN-H009 ENABLING CLAUSE BETWEEN PRIME CONTRACTORS AND SUPPORT

CONTRACTORS (AUG 2015)

(a) The US Government has entered into contracts with Technical Engineering Acquisition Support (TEAS), Technical Acquisition Management Support (TAMS), and Engineering Professional and Administrative Support Services (EPASS), and will award Technical & Management Advisory Services (TMAS) for services to provide major support areas technical , engineering, evaluation, and acquisition management support for Eglin activities. In addition to the Eglin TEAS, TAMS, TMAS and EPASS contractors, the United States Special Operations Command (USSOCOM) has entered into a similar service contract with Modern Technology Solutions, Inc (MTSI) for these same types of services.

(b) Service tasks involve the application of a broad range of education, skills, knowledge, and experience in many disciplines in support of weapon system acquisition tasks. Tasks involve assistance in preparing contract data requirements lists, system engineering management plans, test and evaluation master plans, integrated logistic support plans, etc.; review of development/product specifications, engineering drawings, computer program listings, technical reports, configuration audits, etc.; and advisory participation in program management, technical interchange, and group meetings. Tasks may entail appraising the technical performance of the contractor through meetings, exchanging data, presentations, reviewing hardware and software, witnessing and evaluating tests, analyzing plans for future work, evaluating efforts relative to contract technical objectives, and providing an independent technical assessment for consideration of the Government Program Manager for modifying a program or redirecting a contractor's efforts, subject to Contracting Officer direction, to assure timely and economical accomplishment of program objectives.

(c) In the performance of this contract, the Contractor agrees to cooperate with the TEAS, TAMS, TMAS, EPASS and MTSI contractors by: responding to invitations from authorized personnel to attend meetings;

providing access to technical information and research, development and planning data such as, but not limited to, design and development analyses, test data and results, equipment and process specifications, test and test equipment specifications and procedures, parts and quality control procedures, records and data including source selection sensitive information, manufacturing and assembly procedures, and schedule and milestone data, financial data including the contractor's cost/schedule management system/records and accounting system, all in their original form or reproduced; discussing technical matters relating to this program; providing access to contractor facilities utilized in performance of this contract; and allowing observation of technical activities by appropriate support contractor technical personnel. The support contractor personnel are authorized access to any program information required under their contracts, including classified on a need to know basis, pertaining to this contract.

(d) The Contractor further agrees to include in each subcontract over $1 million or 10 percent of prime contract value, whichever is greater, a clause requiring compliance by a subcontractor and succeeding levels of subcontractors with the response and access provisions of paragraph (c) above, subject to coordination with the Contractor. This agreement does not relieve the Contractor of responsibility to manage subcontracts effectively and efficiently, nor is it intended to establish privity of contracts between the Government or the service Contractor(s) and such subcontractors.

(e) Service Contractor personnel are not authorized to direct a Contractor in any manner.

(f) Service contracts contain an organizational conflict of interest clause that requires the service

Contractors to protect the data and prohibits the service Contractors from using the data for any purpose other than that for which the data was presented.

(g) Neither the Contractor nor his subcontractors shall be required in the satisfaction of the requirements of this clause to perform any effort or supply any documentation not otherwise required by their contract or subcontract.

EGLIN-H010 BASE SUPPORT (AUG 2015)

Base support shall be provided by the Government and available to the Contractor at the conclusion of transition in accordance with this clause. Failure by the Contractor to comply with the requirements of this clause shall release the Government, without prejudice, from its obligation to provide base support by the date(s) required. If warranted, and if the Contractor has complied with the requirements of this clause, an equitable adjustment shall be made if the Government fails to provide base support by the date(s) required. Unless otherwise stipulated in the contract schedule, support shall be provided on a no-charge-for-use basis and the value shall be a part of the Government's contract consideration.

The Government support to be furnished under this contract for on-base contractor personnel is typically a standard workstation, which includes computer, desk, chair and telephone or other support which the Government determines can be made available at, or through, any Air Force installation where this contract shall be performed.

The following installation is where base support will be provided (as referenced in the PWS): Eglin AFB, FL.

The Contractor agrees to immediately report inadequacies, defective Government-Furnished Property (GFP), or non-availability of support stipulated by the contract schedule, together with a recommended plan for obtaining the required support. The Government agrees to determine the validity and extent of the involved requirement and the method by which it shall be fulfilled (e.g., purchase, rental, lease, GFP, etc.). Facilities shall not be purchased under this clause. Additionally, the Contractor (or authorized representative) shall not purchase, or otherwise furnish any base support requirement provided by the clause (or authorize others to do so), without prior written approval of the Contracting Officer regarding the price, terms, and conditions of the proposed purchase, or approval of other arrangements.

H009 IMPLEMENTATION OF PATENT RIGHTS CLAUSE (IDIQ) (DEC 2007)

All documents and information required by the patent rights and/or patent reporting clauses set forth in Section I of this contract shall be submitted FOR EACH ORDER to the Administrative Contracting Officer and to 96 TW/JA, 501 West Van Matre Avenue, Suite 1, Eglin AFB, FL 32542. The 96 TW/JA patent administrator can be reached at (850) 882-5335. This notice also constitutes a request (see FAR 52.227- 11 or DFARS 252.227-7039(c), as applicable) for submission of a copy of the patent application, when filed, along with the patent application serial number, filing date, subsequent U.S. patent number and issue date, as received.

H025 INCORPORATION OF SECTION K (OCT 1998)

Section K of the solicitation is hereby incorporated by reference.

H029 IMPLEMENTATION OF DISCLOSURE OF INFORMATION (OCT 1997) (TAILORED)

In order to comply with DFARS 252.204-7000, Disclosure of Information, the following copies of the information to be released are required at least 45 days prior to the scheduled release date:

(a) One copy to: Office of Public Affairs, 96 TW/PA, 101 West D Avenue, Suite 110, Eglin AFB

FL 32542-5498

(b) One copy to: Contracting Officer, AFTC/PZZC, 102 West D Ave, Suite 229, Eglin AFB FL 32542-6864

(c) One copy to: Program Manager, 46 SK/CZ, 205 West D Avenue, Suite 348, Eglin AFB FL 32542 .

H047 TRAVEL (FEB 2003) (TAILORED)

(a) The Contractor may be required to travel within the contiguous United States and overseas.

The Contractor may be required to travel by Government-provided transportation. Travel requirements will be reimbursed by separate voucher and must be approved in advance by the Contracting Officer.

Travel requirements will be identified, proposed, and negotiated in individual task orders on a cost-reimbursement basis either before or after issuance of the task order. Billable travel costs are air fare, ground transportation, and per diem costs, not labor hours. The Contractor shall be responsible for obtaining any passports or visas and making travel arrangements to and from any CONUS location.

(1) Per diem, air fare, and all other allowable travel costs shall be reimbursed in accordance with the Federal Acquisition Regulation. All travel within overseas areas shall be approved in advance by the Contracting Officer.

(2) The Government may provide travel to and from overseas work sites via Air Mobility Command (AMC) flights, if available. AMC travel fees may be Contractor-paid and invoiced to the Government. The Government will be responsible for obtaining travel clearances and issuance of any required special orders.

(b) Use of AMC transportation shall be approved in advance by the Contracting Officer or designee. Orders authorizing AMC travel will specify the Contractor's Customer Identification Code (CIC). If the Contractor does not have CIC number, the orders will state "special account handling: billing for AMC transportation will be forwarded to ????? (insert Contractor's address)." Use of AMC transportation is subject to availability.

(c) The travel CLIN is intended to pay for travel occurring at the direction of the Government, performed in conjunction with a specific trip authorized in a task order and IAW the Joint Travel Regulation (JTR). Travel by clerical support personnel shall be approved in advance by the Contracting Officer.

H063 CONTRACTOR IDENTIFICATION (FEB 2003)

(a) Contractor personnel and their subcontractors must identify themselves as Contractors or subcontractors during meetings, telephone conversations, in electronic messages, or correspondence related to this contract.

(b) Contractor-occupied facilities (on AFMC or other Government installations) such as offices, separate rooms, or cubicles must be clearly identified with Contractor supplied signs, name plates or other identification, showing that these are work areas for Contractor or subcontractor personnel.

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

SECTION I FA2486-16-R-0065

Contract Clauses in this section are from the FAR, Defense FAR Sup, Air Force FAR Sup, and the Air Force Materiel Command FAR Sup, and are current through the following updates:

Database_Version: 6.14.x.3500; Issued: 11/18/2015; FAR: FAC 2005-84; DFAR: DPN 20150930; DL.: DL 98- 021; Class Deviations: CD 2016-O0003; AFFAR: 2002 Edition; AFAC: AFAC 2015 C-02; IPN: 98-009

I. NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

A. FEDERAL ACQUISITION REGULATION CONTRACT CLAUSES

52.202-01 DEFINITIONS (NOV 2013)

52.203-03 GRATUITIES (APR 1984)

52.203-05 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

52.203-06 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)

52.203-07 ANTI-KICKBACK PROCEDURES (MAY 2014)

52.203-08 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR

IMPROPER ACTIVITY (MAY 2014)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS

(OCT 2010)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST (DEC 2011)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO

INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

52.204-02 SECURITY REQUIREMENTS (AUG 1996)

52.204-04 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT

PAPER (MAY 2011)

52.204-09 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT

AWARDS (OCT 2015)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (JUL 2013)

52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY

CONTRACTS (JAN 2014)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2015)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS

(DEC 2014)

52.209-06 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT

(OCT 2015)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS

(NOV 2015)

52.210-01 MARKET RESEARCH (APR 2011)

52.215-02 AUDIT AND RECORDS -- NEGOTIATION (OCT 2010)

52.215-08 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA (AUG

2011)

52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA--

MODIFICATIONS (AUG 2011)

52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010)

52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT

2010)

52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2010)

52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS

(PRB) OTHER THAN PENSIONS (JUL 2005)

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER

THAN CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT 2010)

52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009) - ALTERNATE I (OCT

2009)

52.216-07 ALLOWABLE COST AND PAYMENT (JUN 2013)

52.216-19 ORDER LIMITATIONS (OCT 1995)

Para (a). Insert Dollar amount or quantity. '$25,000.00' Para (b)(1). Insert dollar amount or quantity '88,600,000.00' Para (b)(2). Insert dollar amount or quantity. '88,600,000.00' Para (b)(3). Insert number of days. '30' Para (d). Insert number of days. '2 Business'

52.216-22 INDEFINITE QUANTITY (OCT 1995)

Para (d), Date is '60 months from contract award date'

52.217-06 OPTION FOR INCREASED QUANTITY (MAR 1989)

Period of time is '30 days'

52.217-08 OPTION TO EXTEND SERVICES (NOV 1999)

Period of time. '30 days'

52.219-06 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)

52.219-08 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014)

52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2011)

52.219-16 LIQUIDATED DAMAGES -- SUBCONTRACTING PLAN (JAN 1999)

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013)

52.222-01 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)

52.222-03 CONVICT LABOR (JUN 2003)

52.222-17 NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014)

52.222-19 CHILD LABOR--COOPERATION WITH AUTHORITIES AND REMEDIES (JAN 2014)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

52.222-26 EQUAL OPPORTUNITY (APR 2015)

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015)

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)

52.222-37 EMPLOYMENT…